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Loan Portfolio Purchase Agreement Sec

With respect to the liquidation date of each loan, the buyer will provide certain credit management services with respect to these loans, in accordance with a loan management agreement with the seller. In addition, the seller assures and guarantees to the buyer that the seller is the sole legal and effective beneficiary of any loan and rights transferred and has a good property, free and free of mortgages, privileges, security interests, fees, assumptions or other charges, security agreements, security agreements or rights detrimental to property of any kind or agreement. , in order to create or exercise any of the above reasons (in each case to the extent that the seller created it) , and each of these loans and the transferred rights related to them are not subject to a sale, transfer, sale or prior interest by the seller or a transfer agreement , transfer, transfer or participation in whole or in part (each other other than Authorized Links). The first phase of a transaction includes due diligence. The seller must check whether the loan documents allow the sale of the loan (and to whom), what are the necessary consents of the borrower and other parties and what information the seller may disclose to a potential buyer. The purchaser (and his legal counsel) intends to conduct a more detailed review of the legal documents and related documents. The starting point is always the loan agreement itself, the mortgage and other security documents and, if necessary, any loan agreement. These documents must be carefully reviewed to ensure that the basic terms of the contract are robust (and, overall, market-compliant), that the guarantee is applicable and that the contracts reflect what has been presented to the purchaser regarding the principal terms of the loan (amount, content, margin and other key conditions, such as the loan-to-value ratio agreement). The buyer will also want to see any material correspondence that sheds light on the recent development of the loan – for example, the existence of a delay or an outstanding waiver application. It will request that the borrower`s latest financial statements, ship evaluation reports (if applicable) and up-to-date insurance documents be available.

All this pushes the price that the borrower is willing to acquire the loan and a seller will fully expect to receive requests for this type of information. Each buyer and seller must record, on the day of negotiation of each transaction between the parties, a written or electronic trade note or a similar internal protocol containing or reflecting an agreement on that transaction, including (a) the date of the agreement, b) a description of the type of debt, including the debtors and the amount of purchase (c) the identity of the other party to the transaction and (d) the purchase price or purchase price.